Examples of Unpaid Pre-Closing Taxes in a sentence
For purposes of this Section 7.6(f), any deferred Taxes described in clause (iii) of Pre-Closing Taxes that are included in Unpaid Pre-Closing Taxes but are determined pursuant to applicable Law not to be required to be paid or are subsequently refunded, in each case, prior to or on the Adjustment End Date will be treated as a Pre-Closing Tax Refund.
Absent fraud or manifest error, the Estimated Closing Indebtedness, the Estimated Closing Cash, the Estimated Unpaid Transaction Expenses, the Estimated Unpaid Pre-Closing Taxes and the Estimated Closing Net Working Capital Adjustment set forth on the Closing Statement shall be used for purposes of calculating the Base Consideration Value.
Any Tax Returns with respect thereto shall be prepared and filed by the party required by Law to file such Tax Returns and the non-filing party shall promptly remit its share of any Transfer Taxes to the filing party upon written notice to the extent not included in Unpaid Pre-Closing Taxes in case Acquiror is the filing party.
Not later than five days prior to the due date for payment of Taxes with respect to any Return for a Straddle Period, Seller shall pay to Parent any such Taxes with respect to such Return as determined in accordance with this Agreement that are Unpaid Pre-Closing Taxes or in Parent’s sole discretion such Taxes shall be distributed to Parent by the Escrow Agent from the Escrow Amount upon the written instructions of Parent.
For purposes of calculating Unpaid Pre-Closing Taxes, Buyer and Seller agree that all Transaction Tax Deductions will be treated as properly allocable to the Pre-Closing Tax Period to the extent permitted by a “more likely than not” standard under Applicable Law.